Auditor Report of Intellivate Capital Ventures Ltd.

Mar 31, 2016

To,

The Members of INTELLIVATE CAPITAL VENTURES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of INTELLIVATE CAPITAL VENTURES LIMITED (âthe Companyâ) which comprise the Balance sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (âthe Actâ) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safe guarding of the assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting police, making judgments and estimates that are reasonable and prudent ; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the f statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility Is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of India. Those Standards and pronouncement require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the &fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Director''s , as well as evaluating the overall presentation statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31st March, 2016, and its profit and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of subsection (11) of section 143 of the Act( hereinafter referred to as the âOrder"), and on the basis of such checks of the books and records of the company as we consider appropriate and according to the information and explanation given to us. We give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act we further report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 and Accounting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014.

e. on the basis of written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, .

g. With respect to other matters to be included in the Auditor''s Report in accordance with the Rule 11 of the (Companies Audit and Auditors Rules, 2014), in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements- Refer Note 16.16 to the financial statements.

ii. The company did not have any long term contracts including derivative contracts as at 31st March, 2016 as such the question of commenting for any material force able losses there on does not arise.

iii. There has not been an occasion in case of the company during the year ended 31st March, 2016 under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Referred to in paragraph 9 of the Independent Auditors'' Report of even date to the members of INTELLIVATE CAPITAL VENTURES

LIMITED on the financial statements as of and for the year ended 31st March, 2016.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us ,the Fixed assets have been physically verified by the management during the year at regular intervals and no material discrepancies were noticed on such physical verification. In our opinion the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets.

(c) The company does not own any immovable property; therefore the clause Title deeds of immovable properties are held in the name of the company is not applicable.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 3 of the order is not applicable.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured to the companies, firms, Limited Liability Partnership and other parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore the provision of the clause 3

(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

4. The company has not granted any loans or made any Investments or provided any guarantee or security to the parties covered under section 185 and 186. Therefore the provision of the clause 3(iv) of the said order are not applicable to the company.

5. The company has not accepted any deposit from the public within the meaning of section 73, 74, 75 and 76 of the Companies Act, 2013 and rules framed there under to the extent notified.

6. As informed to us, the Central Government has not prescribed maintenance of cost record under sub section (1) of section 148 of the Act.

7 (a) According to the record, information and explanations given to us in respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, employee state insurance, Income Tax, Sales Tax, Custom duty, Excise duty, Service Tax, CASs, and other statutory dues applicable to it and no undisputed amount payable were outstanding as at 31st March, 2016 for a period of more than Six months from the date they become payable.

(b) According to the information and explanations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/-due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y. 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)-5 Mumbai.

8. According to the records of the company examined by us and the Information and explanation given to us, the company does not have any loans or borrowings from any Financial Institution, bank Government or debenture holders during the year. Accordingly the provisions of Clause 3(viii) of the order is not applicable to the company.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and Term Loans. Accordingly the provisions of Clause 3(ix) of the order are not applicable to the company.

10. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted Auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

11. The Company has not paid / provided for Managerial Remuneration therefore provisions of Clause 3(xi) of the order are not applicable to the company.

12. As the company is not a Niche Company and the Niche Rules, 2014 are not applicable to it. The provisions of clause 3(xii) of the order are not applicable to the company.

13. The company has entered into Transaction with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transaction have been disclosed in the Financial Statement as required under Accounting Standard (AS) 18. Related Party Disclosers specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

14. During the year, the Company has not made any preferential allotment or private placement of Shares or fully or partly convertible Debentures during the year under review. Accordingly the provisions of Clause 3(xiv) of the order are not applicable to the company.

15. The Company has not entered into any Non Cash Transaction with its Directors or person connected with him, during the year. Accordingly the provisions of the Clause 3 (xv) of the order are not applicable to the company.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly the provisions of the Clause 3 (xvi) of the order are not applicable to the company.

Referred to in paragraph 10 (f) of the Independent A^^'' Report of even date to the members of INTELLIVATE CAPITAL VENTURES LIMITED on the financial statements as of and for the year ended 31st March, 2016.

Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 of the Act.

1. We have audited the internal financial controls over financial reporting of INTELLIVATE CAPITAL VENTURES LIMITED (âThe Companyâ) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate a tee.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ForJ. B. Dudhela & Co

Chartered Accountants

(FRN : 102777W)

Sd/-

J. B. Dudhela

Place : Mumbai Proprietor

Date: 23rd May, 2016 Memb. No. 035354

Mar 31, 2015

We have audited the accompanying financial statements of Intellivate
Capital Ventures Limited (Âthe CompanyÂ) which comprise the balance
sheet as at 31 March 2015, the statement of profit and loss, the Cash
Flow statement for the year then ended and a summary of significant
accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management and Board of Directors of company are responsible for
the matters stated in section 134(5) of the Companies Act 2013 (Âthe
ActÂ) with repect to the preparation of these financial statements
that give a true and fair view of the financial position, financial
performance and Cash Flow of the Company in accordance with the
Accounting principles generally accepted in India, including the
Accounting Standards specified under section 133 of the Act read with
Rule 7 of the Companies (Accounts ) Rules, 2014. This responsibility
also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safegaurding of the assets
of the company and for prevanting and detecting the frauds and other
irregularities , selection and application of appropriate accounting
policies, making judments and estimates that are reasonable and
prudent, and design, implementation and maintenance of internal
financial control, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a
true and fairviewand are free from material misstatement, whether due
to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report underthe
provisions of the Actand the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing
specifies under section 143(10) of the Act .Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the
financialstatements,whetherduetofraudorerror.Inmaking those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statement, that give true
& fair view in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on
whether the company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by Company's Management and Board of
Director's , as well as evaluating the overall presentation of the
financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statments.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

(I) in the case of the Balance Sheet, of the state of affairs of the
Company as at31 March 2015

(ii) in the case of the statement of Profit and Loss, of the profit for
the year ended on that date

(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date Reporton Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (Âthe
OrderÂ), as amended, issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 3 and 4 of
the Order.

2. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;

b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

c. the Balance Sheet, and Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

d. in our opinion, the aforesaid financial statements comply with the
applicable Accounting Standards specified under section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rule, 2014.

e. on the basis of written representations received from the directors
as on 31 March 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2015, from being
appointed as a director in terms of section 164(2) of the Act.

f. in our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to other
matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:

I. The company does not have any pending litigations which would impact
its financial postion.

ii. The company did not have any long term contract including
derivative contract, as such the question of commenting on any material
foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the company during the
year under report to transfer any sums to the Investor Education and
Protection Fund . The question of delay in transferring such sums does
notarise.

ANNEXURE TO AUDITOR'S REPORT

Referred to our Report of even date on the accounts of Intellivate
Capital Ventures Limited for the year ended 31st March, 2015.

On basis of such checks as we considered and appropriate and according
to the information and explanation given to us during thecourseof
ouraudit we report that:

1. (a) The Company has maintained proper records showing full
particulars, including quantitative detials and situation of its fixed
assets.

(b) As explained to us,the Fixed Assets have been physically verified
by the management at regural interval, as informed to us no material
discrepancies were noticed on such physical verification.

(c) Inouropinion,the Company has not disposed off substantial part of
Fixed Assets, during the year, which will affect the going concern
status of the Company.

2. The Company is engaged in the business of providing Advisory,
Consultancy, and Investment Services. Accordingly, it does not hold any
Physical inventories. Thus paragraph 3 of the order is not applicable.

3. The company has neither granted nor taken any loans, secured or
unsecured to/from the companies,firms and other parties covered in the
register maintained under section 189 of the Act. Thus sub clause (a)
and (b) are not applicable to the company.

4. In our opinion and according to the information and explanation
given to us, there is an adequate internal control system commensurate
with the size of the company and nature of its business, for the
purchase of Fixed Assets and for Sale of Services. Further , on the
basis of our examination of the books and records of the comapany and
according to the information and explanation given to us, no major
weakness has not been noticed or reported

5. In our opinion and according to the information and explanation
given to us the company has not accepted any deposits from the public
covered under sections 73 to 76 of the Companies Act 2013.

6. As informed to us the maintenance of cost records has not been
prescribed by the Central Government U/s 148 (1) (d) of the Act,

7. a) According to the information and explanation given to us, and on
the basis of our examination of the records of the company.

The company is regural in depositing the undisputed statutory dues
including Investor Education and Protection Fund , Provident Fund,
Employees'State Insurance, Income Tax, Wealth Tax, Sales Tax, Service
Tax, Custom Duty, Excise duty and other material Statutory dues as
applicable, with the appropriate authorities in India.

b) According to the information and explanation given to us, there is
no undisputed amount payable in respect of Investor Education and
Protection Fund , Provident Fund , Employees' State Insurance , Income
Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and
other material Statutory dues were outstanding, at the year end, for a
period of more than 6 months from the date of they became payable.

c) According to the information and explainations given to us, the dues
in respect of Income Tax have not been deposited with appropriate
authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect
of Financial Year 2010-11(A.Y 2011-12). The dispute is pending with
Commissioner of Income Tax (Appeals)- 5 Mumbai.

8. According to the information and explanation given to us the
company does not have any accumulated losses at the end of the
financial Year, and has not incurred cash losses in the financial year
and in the immediately preceding financial year.

9. According to the the records of the company examined by us and as
per the information and explanations given to us, the company has not
availed any loans from any financial institution or banks and has not
issued any debentures.

10. According to to the information and explanation given to us, the
Company has not given any guarntees for loans taken by others from a
bank or finacial instituion during the year.

11. The Company has not obtained any term loan during the financial
year.

12. Based on the audit procedures performed and the information and
explanation given to us, we report that no fraud on or by the company
has been noticed or repoted during the year, nor have we been informed
of such case by the management.

We have audited the accompanying financial statements of Intellivate
Capital Ventures Limited ("the Company") which comprise the Balance
Sheet as at 31 March 2014, the statement of profit and loss and Cash
Flow Statementfor the year then ended and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibilityforthe Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fairview of the financial position
financial performance and Cash Flow of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act,1956 ("the Act"). (which continue to be applicable
in respect of section 133 of the Companies Act, 2013 in terms of
General Circular 15/2013 dated 13Sepetember issued by the Ministry of
Corporate Affairs w.e.f 12 September, 2013)This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fairview and are free from material misstatement,
whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal contro relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe
thattheauditevidence we have obtained is sufficientand appropriate to
provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the accompanying financia statements give the
information required by the Act in the manner so required and give a
true and fairview in conformity with the accounting
principlesgenerallyaccepted in India:

(i) inthecaseof the balance sheet, of thestate of affairsof theCompany
as at31 March2014

(ii) in the case of the statement of profit and loss, of the profitfor
the year ended on thatdate

(iii) in the case of the Cash Flow Statement, of the Cash Flowfor the
year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor/s Report) Order, 2003 ("the
Order"), as amended, issued by the Centra Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, we reportthat:

(a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary forthe purpose of
ouraudit;

(b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

(c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreementwith the books of
account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956; (which continue to be applicable in respect of section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated 13
Sepetember issued by the Ministry of Corporate Affairs w.e.f. 12
September, 2013)

(e) on the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors isdisqualified as on 31 March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274of the CompaniesAct, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to our Report of even date on the accounts of Intellivate
Capital ventures Ltd. for the year ended 31st March, 2014. In terms of
the information and explanation given to us and the books and records
examined by us in the normal course of audit and to the best of our
knowledge and belief, we state as under:

(1) (a) The Company has maintained proper records showing full
particulars, including details of quantity & the situation of its fixed
assets.

(b) The Fixed assets has been physically verified by the management
during the year in accordance with a phased periodical manner, which in
our opinion is reasonable having regard to the size of the company &
nature of it''s assets. No material discrepancies were noticed on such
physical verification.

(C) In our opinion, the Company has not disposed off substantial part
of Fixed Assets, during the year, which will affect the going concern
status of the Company.

2. The Company is engaged in the business of providing Advisory,
Consultancy, and Investment Services. Accordingly, it does not hold any
Physical inventories. Thus paragraph 4(ii) of the order is
notapplicable.

3. The company has neither granted nor taken any loans, secured or
unsecured to/from the companies ,firms and other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and
(g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation
given to us, there is an adequate internal control procedure
commensurate with the size of the company and nature of its business
with the regard to purchase of inventories and fixed assets and for
sale of goods and Services. We have notobserved any majorweakness in
internal controls.

5. (a) In our opinion and according to the information and explanation
given to us there are no transaction that needs to be entered in to the
register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation
given to us there are no transaction in pursuance of contracts or
arrangements entered in the register maintained U/s 301 of the
Companies Act, aggregating during the year to Rupees Five Lakhs or more
in respect of any party.

6. In our opinion and according to the information and explanation
given to us the company has notaccepted any deposits from the
publicwhich fall within the meaning of the section 58Aand 58 AA of the
Company Act,1956 and rules framed there under.

7. According to the information and explainations given to us, there
is noformal internal audit system in the company, however in ouropinion
the company has adequate internal control system commensurate with the
size and nature of its business.

8. As informed to us the maintenance of cost records has not been
prescribed by the Central Government U/s 209 (1) (d) of the
CompaniesAct, 1956.

9. According to the information and explanation given to us and on the
basis of our examination of the records of the company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including Provident Fund , Employees '' State Insurance ,
Income Tax, Wealth Tax, Sales Tax , Service Tax, Custom Duty, Excise
duty and other material Statutory dues have generally been deposited on
a regular basis during the year by the Company with appropriate
authorities. There are no arrears of undisputed statutory dues as at
31st March, 2014 for a period of more than 6 monthsfrom the date they
became payable. As explained to us the company did not have any dues on
account of Investor Education and Protection Fund.

According to the information and explainations given to us, the dues in
respect of Income Tax have not been deposited with appropriate
authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect
of Financial Year 2010-11(A.Y. 2011-12). The dispute is pending with
Commissioner of Income Tax (Appeals)-5 Mumbai.

10. According to the information and explanation given to us the
company does not have any accumulated losses at the end of the
financial Year, and has not incurred cash losses in thefinancial year
and in the immediately preceding financial year.

11. The Company has not defaulted in repaymentof dues to a financial
institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of
security byway of pledge of share, debentures and othersecurities.

13. The Company is not a chit fund, nidhifund or mutual benefit fund/
society. Therefore, the provision of clause 4 (xiii)of the Companies
(Auditor''s Report) Order, 2003 are notapplicable to the company.

14. In our opinion, the company has maintained proper records of
transactions and contracts relating to dealing or trading in shares,
securities, debentures, and other investments during the year and
timely entries have been made therein. Further such Securities have
been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others
from banks orfinancial institutions during theyear.

16. The Company has not obtained any term loan during the financial
year.

17. According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
investments and vice-versa.

18. The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register maintained undersection
301 of the Act.

19. No Debentures has been issued by the Company during theyear.

20. The Company has not raised any money by way of public issue during
theyear.

21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the Information and
explanation given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the management.

We have audited the accompanying financial statements of Intellivate
Capital Ventures Limited ("the Company") which comprise the Balance
Sheet as at 31 March 2013, the statement of profit and loss and Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and Cash Flow of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company"s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the recounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the accompanying financial statements give
the information required by the Act in the manner so required and.
give a true and fair view in conformity with the accounting principles
generally accepted in India:

(i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the profit for
the year ended on that date-

(iii) in the case of the Cash Flow Statement* of the Cash Flow for the
year ended on that date;

Report on Other Legal and Regulatory Requirements

1.. As required by the Companies (Auditor"s Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order-.

2. As required by section 227(3) of the Act", we report that:

a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956,

e. on the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

Referred to our Report of even date on the accounts of InteUivate
Capital ventures Ltd. fgr the year ended 31st March, 2013.

In terms of the information and explanation given to us and the books
and records examined by us in the normal course of audi.t and to the
best of our knowledge and belief, we state as under:

I, (a) The Company has maintained proper records showing full
particulars, including, details of quantity & the situation of its
fixed assets.

(b) The Fixed assets has been physically verified by the management
during the year in accordance with a phased periodical manner, which in
our opinion is reasonable having regard to the size of the company &
nature of it''s assets. No material discrepancies were noticed on such
physical verification.

(c) In our opinion, the Company has not disposed off substantial part
of Fixed Assets, during the year, which will affect the going concern
status of the Company.

The Company is engaged in the business of providing Advisory,
Consultancy, and Investment Services. Accordingly, it does not hold any
Physical inventories. Thus paragraph 4(ii) of the order is not
applicable.

The company has not granted/taken any loans, secured or unsecured
to/from the companies .firms and other parties listed in the register
maintained under section 301 of the Companies Act, 1956. Therefore, the
provisions of Clause 4(ii), (b), (c) and (d)/(f) and (g) of the said
order are not applicable to the company.

4. In our opinion and according to the information and explanation
given to us, there is an adequate internal control procedure
commensurate with the size of the company and nature of its business
with the regard to purchase of Fixed Assets and for sale of the goods
and Services. We have not observed any major weakness in internal
controls.

5. (a) In our opinion and according to the information and explanation
given to us there are no transaction that needs to be entered in to the
register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation
given to us there are no transaction in pursuance of contracts or
arrangements entered in the register maintained U/s 301 of the
Companies Act, aggregating during the year to Rupees Five Lakhs or more
in respect of any party.

6. In our opinion and according to the information and explanation
given to us" the company has not accepted any deposits from the public
which fall within the meaning Qf the section 58 A and 58 AA of the
Company Act ,1956 and rules framed there under.

In our opinion the company has no internal audftl system commensurate
with the size and nature of it business,

As informed to us the maintenance of cost records has not been
prescribed by the Central Government U/s 209 (1) (d) of the Companies
Act, 1956.

#.. According to the information and explanation given to us and on the
basis of our examination of the records of the company, there are no
undisputed statutory dues including Provident Fund , Investor Education
and Protection Fund, Employees '' State Insurance , Income Tax , Wealth
Tax , Sales Tax , Custom Duty. Excise duty and other Statutory dues
applicable to it in respect of such statutory dues which have remained
outstanding as at 31st March, 2013 for the period more than six months.

10-, According to the information and explanation given to us the
company does not have any accumulated losses at the end of the
financial Year, and has not inclined cash losses in the financial year
and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues, to a financial
institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases pf
security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund /
society. Therefore, the provision of clause 4 (xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the company,

14. In oUr opinion, the company has maintained proper records of
transactions and contracts relating to dealing or trading in shares,
securities, debentures, and other investments during the year and
timely entries have been made therein. Further such Securities have
been held by the Company in its own name.

15.. The Company has not given any guarantee for loans taken by others
from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial
year.

1.7,. According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
investments and vice-versa.

18''. The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register maintained under section
301 of the Act.

19. No Debentures has, been issued by the Company during the year.

20. The Company has not raised any money by Way of public issue during
the year,

21. During the course of our examination of fhe books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the Information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year, nor
have me been informed of such case by the management.

For J.B.DUDHELA & CO

Chartered Accountants FRN : 102777W

Sd/-

PLACE: Mumbai (J.B.DUDHELA)

DATE: 24/05/2013 Proprietor

Memb. No. 035354

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Indelicate
Capital Ventures Limited (Ãthe CompanyÃ) as at 31st March, 2012, Statement
of Profit & Loss account and Cash Flow statement of the company for the
year ended on that date annexed thereto. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our Audit.

2. We conducted our audit in accordance with the auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of materials misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosure in the financial statements. An audit also includes
assessing the accounting principles used and significant estimate made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order,2003 as
amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by
the Central Government of India in terms of section 227(4A) of the
Companies Act 1956 (Ãthe ActÃ),and on the basis of such checks of
the books and records of the Company, as we considered appropriate and
according to the information and explanations given to us during the
course of our audit. We give in the Annexure a statement on the matters
specified in paragraph 4 & 5 of the said Order.

4. We draw reference to

Note No 2(A) regarding scheme of arrangement U/s 391 to 394 and other
applicable provisions of the Companies Act, 1956 for demerger of
Advisory Division, Chemical Division and Steel Division of the Company,
which is sanctioned and approved by the HonÃble High Court of
judicature at Bombay on 16th December 2011, Accordingly the Assets &
Liabilities of divisions of the Advisory, Chemical and Steel are
transferred to the resultant companies i.e. Indelicate Capital
Advisors Ltd., ICVL Chemicals Ltd. and ICVL Steels LTD. at book values
and on a going concern basis, in accordance with Section 2(19AA) of the
Income Tax Act, 1961. The effect thereof is given in these financial
statements and resultant

difference of Rs.9,35,65,938/- is adjusted against Security Premium
account.

5. Further to our comments in the Annexure referred to in paragraph 3
in above, we report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of account as required by law have been
kept by the company, so far as appear from our examinations of those
books;

c) The Balance Sheet, Statement of Profit and Loss account dealt with
by this report are in agreements with the books of account.

d) In our opinion the Statement of Profit and Loss account and Balance
Sheet comply with the accounting standards referred to in sub section
(3c) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received by the company from
the Directors, taken on record by the Board of Directors, we report
that none of the Directors are disqualified as on 31st March, 2012,
from being appointed as a Director u/s 274 (1) (g) of the Companies
Act, 1956.

f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
other notes thereon, give the information required by the Companies
Act, 1956, in the manner so required and, give a true and fair view in
conformity with the accounting principles generally accepted in India :

(i) in the case of Balances Sheet, of the state of affairs as at 31st
March, 2012.

(ii) in the case of statement of profit and Loss account, of the Profit
of the company for the year ended on that date

(iii) in the case of Cash Flow statement, of the cash flow for the year
ended on that date.

For J. B. DUDHELA & CO
Chartered Accountants
FRN : 102777W

Sd/-

Place : Mumbai ( J. B . Dudhela )

Date : 27/08/2012 Proprietor

Mem. No.O 35354

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the
members of INTELLIVATE CAPITAL VENTURES LTD on the Financial statements
for the year ended March 31, 2012.

1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of Fixed
Assets.

(b) The Company has a regular program of physical verification of its
Fixed Assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, the periodicity of
physical verification is reasonable having regard to the size of the
Company and nature of its assets. As informed, no material
discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed
assets.

2. (a) As explained to us, the inventory has been physically verified
by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations
given to us. The procedures of physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation
given to us, the

Company is maintaining proper records of inventory. The discrepancies
noticed on verification between the Physical stocks and the book
records were not material.

3. According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to/from Companies, firms or other parties covered in the register
maintained U/s 301 of the Companies Act, 1956. Accordingly clause
(iii)(a),(b),(c),(d),(e),(f) and (g) of the order are not applicable.
Advances received/paid in temporary Debit/Credit balances with related
parties are not considered to be borrowing/lending.

4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and for sale of goods
and services. During the course of Audit, we have not observed any
major weaknesses in internal controls.

5. (a) On the basis of the Audit procedures performed by us, and
according to the information, explanations and representation given to
us, we are of the opinion that the particulars of contracts or
arrangements in which directors were interested as contemplated under
section 297 and sub-section (6) of section 299 of the Companies Act,
1956 and which were required to be entered in the register maintained
under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and
representation given to us, transactions made in pursuance of contracts
or arrangements entered into the register maintained u/s 301 of the
Companies Act, 1956 and exceeding the value of Rupees Five Lacs in
respect of any party during the year have been made at prices which are
reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Section 58A and 58AA of the Act and rules framed
there under.

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8 As informed to us, the maintenance of cost records has not been
prescribed by the Central Government u/s 209(1) (d) of the Companies
Act, 1956

9. (a) According to the information and explanations given to us and
the records of the Company examined by us, the Company is generally
regular in depositing with appropriate authorities undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
EmployeesÃ State Insurance, Income Tax, Wealth Tax, Service Tax,
Sales Tax, Customs duty, Excise duty, Cess and other statutory dues
applicable to it.

(b) According to the information and explanations given to us, there
are no undisputed amounts payable in respect of Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs duty, Excise duty and Cess outstanding
as at the 31st March, 2012, for a period more than six months from the
date they became payable.

10. The Company has no accumulated losses as at 31st March,2012. The
company has not incurred any cash losses during the year under report
or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to banks and
financial institutions during the year.

12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi/mutual benefit
fund/society.

14. In our opinion, the company is dealing in & trading in shares,
securities, debentures and other investments. Proper records have been
maintained of the transactions & contracts and timely entries have been
made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

17. According to the information and explanations given to us and an
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
investments.

18. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by public issue during the year.

21. According to the information and explanations given to us and to
the best of our knowledge and belief, no fraud on or by the company,
has been noticed or reported by the company during the year, nor have
we been informed of such case by the management.

For J. B. DUDHELA & CO.

Chartered Accountants
FRN. NO.102777W

Sd/-

J. B. DUDHELA

Proprietor

Place: Mumbai Membership no. 035354

Date : 27/08/2012

Mar 31, 2011

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL
VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March,
2011, and the Profit and Loss Account and the Cash Flow Statement of
the Company for the year ended on the date annexed thereto. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our Audit.

1. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from any material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosure in the financial statements. An audit also includes,
assessing the accounting principles used and significant estimates made
by the Management as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 as
amended by the Companies (Auditor's Report) (Amendment)Order, 2004
issued by the Central Govt, of India in terms of Section 227 (4A) of
the Companies Act,1956, we enclose in the annexure, a Statement on the
matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2
above we report that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of accounts as required by law have
been kept by the company so far as it appears from our examination of
the those books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, Profit & Loss Account and Cash
Flow statement dealt with by this report comply with the Accounting
Standards referred to in sub section (3c) of Section 211 of the
Companies Act, 1956.

4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and for sale of goods
and services. During the course of Audit, we have not observed any
major weaknesses in internal controls.

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according
to the information, explanations and representation given to us, we are
of the opinion that the particulars of contracts or arrangements in
which directors were interested as contemplated under section 297 and
sub-section (6) of section 299 of the Companies Act, 1956 and which
were required to be entered in the register maintained under section
301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and
representation given to us, transactions made in pursuance of contracts
or arrangements entered into the register maintained u/s 301 of the
Companies Act, 1956 and exceeding the value of Rupees Five Lacs in
respect of any party during the year have been made at prices which are
reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted the deposits from the public
within the meaning of Section 58A and 58AA or any other relevant
provisions of the Act

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business

8. As informed to us, the maintenance of cost records has not been
prescribed by the Central Government u/s 209(1) (d) of the Companies
Act, 1956.

9. (a) According to the records of the Company, the Company is regular
in depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Employees' State Insurance, Income Tax,
Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and
other statutory dues applicable to it. According to the information
and explanations given to us, there are no undisputed amounts payable
in respect of such statutory dues which have remained outstanding as at
31st March, 2011 for a period more than six months.

(b) According to the information and explanations given to us, there
are no undisputed amounts payable in respect of Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding
as at the 31st March, 2011, for a period more than six months from the
date they became payable.

10. The Company has no accumulated losses at the end. The company has
not incurred any cash losses during the year under report or in the
immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial
institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit
fund/society. Therefore, the provisions of Clause 4(xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.

14. In our opinion, the company is dealing in & trading in shares,
securities, debentures and other investments. Proper records have been
maintained of the transactions & contracts and timely entries have been
made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the period.

17. According to the information and explanations given to us and an
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
investments.

18. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 during the year.

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company
has received call money of the right issues made in the previous year.

21. According to the information and explanations given to us and to
the best of our knowledge and belief, no fraud on or by the company,
has been noticed or reported by the company during the year.

For J. B. DUDHELA & CO.

Chartered Accountants

Sd/-

J. B. DUDHELA

Proprietor

Firm Regn. NO.102777W

Membership no. 035354

Place: Mumbai

Date : 27.08.2011

Mar 31, 2010

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL
VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March,
2010, and the Profit and Loss Account and the Cash Flow Statement of
the Company for the year ended on the date annexed thereto. These
financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our Audit.

1. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from any material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosure in the financial statements. An audit also includes,
assessing the accounting principles used and significant estimates made
by the Management as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003
as-amended by the Companies (Auditors Report) (Amend ment)Order, 2004
issued by the Central Govt, of India in terms of Section 227 (4A) of
the Companies Act,1956, we enclose in the annexure, a Statement on the
matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2
above we report that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of accounts as required by law have
been kept by the company so far as it appears from our examination of
the those books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, Profit & Loss Account and Cash
Flow statement dealt with by this report comply with the Accounting
Standards referred to in sub section (3c) of Section 211 of the
Companies Act, 1956.

e) On the basis of information and explanation given to us, and
representation

obtained by the Company and taken on record by the Board of Directors,
as on 31 st March, 2010 none of the Directors is disqualified from being
appointed as a Director in terms of clause (g) of subsection (1) of
Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with notes forming part thereof give the information required
by the Companies Act, 1956 in the manner so required and give a true
and fair view in conformity with the accounting principles generally
accepted in India;

(i) In the case of Balance Sheet, of the state of affairs as at 31st
March, 2010;

(ii) In the case of Profit and Loss account, of the profit of the
company for the year ended on that date; and

(iii) In the case of Cash Flow statement, of the cash flow for the year
ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 2 of our Auditors Report of even date on the
Financial statements for the year ended March 31, 2010 of INTELLIVATE
CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) on the basis
of such checks as we considered appropriate and in terms of the
information and explanations given to us and the books and records
examined by us in the normal course of audit and to the best of our
knowledge and belief, we state as under:

1. FIXED ASSETS

(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of Fixed Assets.

(b) There are no Fixed Assets held by the company during the year
therefore clause (b) and (c) are not applicable.

2. INVENTORIES

The company does not have any inventory and consequently the clause
4{ii) (a) to (c) of the order is not applicable to the company.

3. LOANS

(a) According to the information and explanations given to us, the
Company has not granted any loan, secured or unsecured, to Companies,
firms or other parties listed in the register maintained U/s 301 of the
Companies Act, 1956.

(b) According to the information and explanations given to us, the
Company has not taken any loan, secured or unsecured, from Companies,
firms or other parties listed in the register maintained U/s 301 of the
Companies Act, 1956.

4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and for sale of goods
and services. During the course of Audit, we have not observed any
major weaknesses in internal controls.

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according
to the information, explanations and representation given to us, we are
of the opinion that the particulars of contracts or arrangements in
which directors were interested as contemplated under section 297 and
sub-section (6) of section 299 of the Companies Act, 1956 and which
were required to be entered in the register maintained under section
301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and
representation given to us, transactions made in pursuance of contracts
or arrangements entered into the register maintained u/s 301 of the
Companies Act, 1956 and exceeding the value of Rupees Five Lacs in
respect of any party during the year have been made at prices which are
reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted the deposits from the public
within the meaning of Section 58A and 58AA or any other relevant
provisions of the Act

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business

8. As informed to us, the maintenance of cost records has not been
prescribed by the Central Government u/s 209(1) (d) of the Companies
Act, 1956.

9. (a) According to the records of the Company, the Company is regular
in depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Wealth
Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other
statutory dues applicable to it. According to the information and
explanations given to us, there are no undisputed amounts payable in
respect of such statutory dues which have remained outstanding as at
31st March, 2010 for a period more than six months.

(b) According to the information and explanations given to us, there
are no undisputed amounts payable in respect of Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding
as at the 31 st March, 2010, for a period more than six months from the
date they became payable.

10. In our opinion, the accumulated losses of the Company at the end
of the year is less than fifty percent of its net worth. The company
has not incurred any cash losses during the year under report or in the
immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial
institutions, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit
fund/society. Therefore. the provisions of Clause 4(xiii) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
company.

14. In our opinion, the company is dealing in & trading in shares,
securities, debentures and other investments. Proper records have been
maintained of the transactions & contracts and timely entries have been
made there in and shares are held by the company in its own name.

15. I our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the period.

17. According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
investments.

18. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 during the year

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company
has raised money by right issues during the year.

21. According to the information and explanations given to us and
to-the best of our knowledge and belief, no fraud on or by the company,
has been noticed or reported by the company during the year.

Looking at the nature of the activity being carried on, at present, by
the company and also considering the nature of the matters referred to
in the various clauses of the Companies (Auditors Report) Order, 2003
and the Companies (Auditors Report) (Amendment) Order, 2004, clauses
(iii) (b), (iii) (c), (iii) (d), (iii) (f), (Hi) (g) of paragraph 4 of
the aforesaidorder, are, in our opinion, not applicable to the Company.